11 steps to incorporating in Pakistan in 2023
Pakistan business setup, while bureaucratic, is simple and straightforward if you know what to do. Healy Consultants works closely with the Securities Exchange Commission of Pakistan to facilitate company incorporation in 10 steps. Below is a step by step guide of the process:
- Consultation: Before Healy Consultants commences the incorporation process, we request our Clients to i) sign our engagement letter and courier us ii) the signed letter along with all the required due diligence documents and iii) settle Healy Consultants’ engagement fees;
- Name reservation: our local corporate secretary will then submit an application for name approval to the Securities and Exchange Commission (SECP), Pakistan. We also conduct an online name search on the SECP website to check availability of your preferred business names.
- Digital signature certificate: After the name is approved, we will submit an application for NIFT digital signature certificates for the directors and shareholders of the company to the SECP;
- Document preparation: Next, our Client couriers us the following documents: i) notarized and legalized undertaking letters signed by the directors and shareholders ii) notarized and legalized PoA to authorize Healy Consultants’ corporate secretary to submit the incorporation documents and iii) notarized copy of appointment of the company secretary;
- Document submission: On receipt of the above, Healy Consultants will i) complete the statutory incorporation forms (see checklist below), ii) prepare the Memorandum and Articles of Association and submit all the documents to the SECP for company incorporation;
- Compliance check and company registration: The SECP will forward the details of all prospective foreign directors and shareholders to the Ministry of Interior (MOI). After the MOI approves the corporate structure of the new company, SECP will proceed to incorporate the company and provide Healy Consultants with the certified Certificate of Incorporation and the certified M&AA;
- Obtaining security clearance from the Pakistani government is the most challenging part of the engagement. In most cases, security clearance will be approved by the government within three months. The government will require each foreign shareholder to supply i) a legalised passport copy and ii) a proof of residential address. Depending on the nature of the business and the nationality of our Clients, the approval process can, however, take up to one year! For multinational Clients uncomfortable with long security clearance, we recommend using a fast business setup solution.
- Bank account opening: Next, our team will open a multi-currency corporate bank account at a top tier bank in Pakistan. After the account is opened, our Client will proceed to deposit the share capital into the capital account;
- Directors tax registrations: We will apply for a National Tax Number (NTN) for the foreign directors;
- Entity tax registration: After receiving approval from the Federal Board of Revenue, Healy Consultants will apply for NTN for the foreign company. If required, we will also apply for a Sales Tax Number and register the company with the state social security intuition;
- Engagement completion: The process of Pakistan company registration is now complete. With the engagement complete, Healy Consultants will courier a full company kit to our Client; the kit includes the original corporate documents, unopened bank correspondence and a feedback form.
Checklist of important documents to incorporate a Pakistan company
- Passport copies of each director, shareholder, beneficial owner and legal representative, attested by a Pakistani consulate in our Client’s home country;
- 4 copies of the company M&AA signed by each shareholder, notarized and legalized by the Pakistani consulate;
- Undertaking letter – signed by each foreign shareholder and director;
- Form 1: Declaration of compliance signed by each shareholder and director;
- Form 21: Notice of location of registered office signed by each director;
- Form 29: Particulars of first directors;
- Original company registration fee payment receipt, issued by a branch of MCB Bank.